UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~November~~December 158, 2019

__________________________________________________________________

CELADON GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34533	13-3361050
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9503 East 33^rd Street One Celadon Drive, Indianapolis, IN	46235
(Address of principal executive offices)	(Zip Code)

(317) 972-7000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (17 CFR 230.405) or Rule 12b-2 of the Exchange Act (17 CFR 240.12b-2).

[ ]	Emerging growth company
[ ]	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 1.01

Entry into a Material Definitive Agreement.

On ~~November~~December 158, 2019, Celadon Group, Inc., a Delaware corporation (the “Company”), ~~entered~~adopted ~~into~~ a ~~Third~~form ~~Amendment~~of toIndemnification ~~Second Amended and Restated Credit~~ Agreement ~~(the~~for ~~“Term Loan~~members ~~Amendment”) among the Company, certain~~ of its ~~subsidiaries,~~Board ~~Blue~~of ~~Torch~~Directors ~~Finance, LLC, as administrative agent~~ (the “~~Term Loan Agent~~Board”), and entered ~~BTC~~into ~~Holdings~~Indemnification ~~Fund~~Agreements I,with ~~LLC,~~certain ~~BTC~~of ~~Holdings~~its ~~Fund~~directors. The ~~I-B,~~Indemnification ~~LLC~~Agreements, ~~BTC~~among ~~Holdings~~other SCthings, ~~Fund~~provide ~~LLC,~~that ~~and~~the ~~Luminus Energy~~Company ~~Partners~~will ~~Master~~indemnify ~~Fund,~~the ~~Ltd.,~~director ~~each~~party asthereto ~~lenders~~to (the ~~“Term~~maximum ~~Loan~~extent ~~Lenders”),~~permitted ~~which~~by ~~amends~~Delaware ~~that~~law, ~~certain~~including indemnification ~~Second~~of ~~Amended~~expenses ~~and~~such ~~Restated~~as ~~Credit~~attorneys’ ~~Agreement dated July 31~~fees, ~~2019 (as amended~~judgments, ~~the “Term Loan Agreement”)~~penalties, ~~among the Company~~fines, ~~certain of~~and ~~its~~settlement ~~subsidiaries,~~amounts ~~the~~incurred ~~Term~~by ~~Loan~~such ~~Agent,~~director ~~and~~in ~~the~~any ~~Term~~action ~~Loan~~or ~~Lenders. In~~proceeding ~~addition,~~arising onout ~~November~~of ~~15,~~his ~~2019,~~or ~~the~~her ~~Company~~service ~~entered~~as ~~into~~ a ~~Waiver~~director. The ~~and~~Indemnification ~~Amendment~~Agreements ~~No.~~contain customary 3terms toand ~~Credit~~conditions ~~and~~including, ~~Security~~without ~~Agreement~~limitation, ~~(the~~requirements ~~“Revolving~~for ~~Loan~~expense ~~Amendment”~~advancement and, ~~together~~director ~~with the~~and ~~Term~~officer ~~Loan~~liability ~~Amendment~~insurance, ~~the~~and ~~“Amendments”)~~establish ~~among the Company,~~ certain ofcustomary ~~its~~procedures ~~subsidiaries,~~and ~~MidCap~~presumptions ~~Funding~~relating IVto ~~Trust,~~indemnification. The asdescription of ~~agent (~~the ~~“Revolving~~Indemnification ~~Agent”),~~Agreements ~~and~~set ~~MidCap~~forth ~~Financial~~in ~~Trust,~~this asItem ~~lender~~1.01 ~~(the~~does ~~“Revolving~~not ~~Lender”),~~purport ~~which~~to ~~amends that~~be ~~certain~~complete ~~Credit~~ and ~~Security~~is ~~Agreement~~qualified ~~dated~~in ~~July~~its ~~31,~~entirety ~~2019~~by ~~(as amended,~~ the ~~“Revolving~~full ~~Credit~~text ~~Agreement”),~~of ~~among~~ the ~~Company,~~form ~~certain~~ of ~~its~~Indemnification ~~subsidiaries~~Agreement, ~~the~~which ~~Revolving~~is ~~Agent,~~attached ~~and~~to ~~the~~this ~~Revolving~~report ~~Lender~~as Exhibit 10.1.

~~The Term Loan Amendment (i) increases the interest rate under the Term Loan Agreement by two percent per annum; (ii) eliminates the Lease Adjusted Leverage Ratio and the Fixed Charge~~On ~~Coverage~~ December ~~Ratio financial covenants for all periods prior to February 29~~11, ~~2020~~2019, atthe ~~which~~Company ~~point~~entered ~~such~~into ~~financial~~a ~~covenants~~Debtor ~~will~~in bePossession ~~tested~~Secured ~~for~~Multi-Draw ~~the~~Term ~~preceding~~Promissory ~~five~~Note ~~months;~~ (~~iii) decreases~~ the ~~minimum~~“DIP ~~liquidity~~Promissory ~~requirement~~Note”) towith $5Blue ~~million~~Torch ~~for~~Finance, ~~the period of November 15~~LLC, ~~2019~~as ~~through and including February 29~~Agent, ~~2020~~ and ~~provides~~BTC ~~that~~Holding anFund ~~amount of revolving loan availability~~I, ~~starting at $150~~LLC,~~000~~ onBTC ~~January~~Holdings 1,Fund ~~2020 and increasing by $150~~I-B,~~000~~ ~~a week to a maximum of $1~~LLC,~~500,000,~~ ~~will~~and beBTC Holdings ~~excluded~~SC ~~from liquidity~~Fund ~~for~~LLC ~~purposes~~as oflenders. Under the ~~minimum~~DIP ~~liquidity~~Promissory ~~covenant;~~Note ~~(iv)~~the ~~permits~~lenders aagreed ~~specified~~to ~~trailer~~provide ~~sale~~the ~~and~~Company ~~leaseback~~with ~~transaction~~term ~~and~~loans ~~provides~~in ~~that~~an ~~proceeds~~aggregate ofprincipal ~~such~~amount ~~transaction~~not exceeding $109,050,000. The ~~million~~loans ~~need~~will ~~not~~ be used to ~~repay~~fund ~~indebtedness under~~ the ~~Term~~wind ~~Loan Agreement;~~down ~~(v)~~of ~~waives defaults relating to~~ the Company’s business, ~~failure~~as todescribed ~~comply~~in ~~with~~Item ~~the~~1.03 ~~Lease~~below. The ~~Adjusted~~DIP ~~Leverage~~Promissory ~~Ratio~~Note ~~required~~is ~~for~~guaranteed ~~the~~by ~~period~~substantially ~~ended~~all ~~September~~of ~~30, 2019,~~ the Company’s failure to timely deliver certain deposit account control agreements, and cross-defaults arising from defaults under the Revolving Credit Agreement; and (vi) requires the company to prepare and deliver certain budgets, projections, and cash flow reporting materials, including a plan to obtain additional capital prior to February 29, 2020subsidiaries.

~~The~~Item Revolving Loan Amendment (i) increases the interest rate under the Revolving Credit Agreement by two percent per annum; (ii) eliminates the Lease Adjusted Net Leverage Ratio and the Fixed Charge Coverage Ratio financial covenants for all periods prior to February 29, 2020, at which point such financial covenants will be tested for the preceding five months; (iii) decreases the minimum liquidity requirement to $5 million for the period of November 15, 2019 through and including February 29, 2020 and provides that an amount of revolving loan availability, starting at $150,000 on January 1,.03 ~~2020~~Bankruptcy ~~and~~or increasing by $150,000 a week to a maximum of $1,500,000, will be excluded from liquidity for purposes of the minimum liquidity covenant; (iv) waives defaults relating to the Company’s failure to comply with the Lease Adjusted Net Leverage Ratio required for the period ended September 30, 2019, the Company’s failure to timely deliver financial statements and related items, and cross-defaults arising from defaults under the Term Loan Agreement; and (v) requires the company to prepare and deliver certain budgets, projections, and cash flow reporting materials, including a plan to obtain additional capital prior to February 29, 2020Receivership.

~~The~~On ~~description~~December 8, 2019, the Company and 25 of its subsidiaries filed a voluntary petition (the ~~Amendments~~“Bankruptcy ~~set~~Petition”) ~~forth~~for ~~above~~reorganization under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) with the U.S. Bankruptcy Court for the District of Delaware (the “Court”). The Company shut down all of its business operations effective as of December 9, 2019. The shut down does not ~~purport~~include tothe beTaylor ~~complete~~Express ~~and~~business headquartered isin ~~qualified~~Hope Mills, North Carolina (“Taylor”), which the Company expects to operate in ~~its~~the ~~entirety~~ordinary bycourse while the ~~full~~Company ~~text~~explores a going concern sale of Taylor’s operations. The Company intends to use the bankruptcy proceedings ~~Term~~ to ~~Loan~~wind ~~Amendment~~down ~~and~~its global operations under the ~~Revolving~~supervision ~~Loan~~of ~~Amendment,~~the ~~which~~Court. The ~~are~~Company ~~filed~~continues ~~herewith~~to manage its properties as ~~Exhibits~~a ~~10.1~~“debtor-in-possession” under the jurisdiction of the Court and ~~10.2,~~in ~~respectively~~accordance with the Bankruptcy Code and orders of the Court.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 8, 2019, Kathleen Ross, Michael Miller, and Kenneth Buck resigned from the Board, effective immediately prior to the filing of the Bankruptcy Petition. These resignations were not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 8, 2019, the Board amended the Company’s existing Amended and Restated By-Laws to reduce the minimum number of directors required to serve on the Board from two to one. Resolutions of the Board giving effect to the amendment are attached as Exhibit 3.1 to this report.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits.
	EXHIBIT
	NUMBER	EXHIBIT DESCRIPTION
	10.1	Third Amendment to Second Amended and Restated Credit Agreement dated November 15, 2019.
	3.1	Resolutions amending By-Laws.
	10.2	Waiver and Amendment No. 3 to Credit and Security Agreement dated November 15, 2019.
	10.1	Form of Indemnification Agreement.

The information contained in Item 1.03 hereof contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements may be identified by their use of terms or phrases, including "expects," "intends," and similar terms and phrases. Forward-looking statements are based upon the current beliefs and expectations of management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. In this report, statements relating to the continued operation or potential sale of Taylor, the wind down of the Company’s operations, and other expressions of future activities or intent are forward-looking statements. Actual results may differ from those set forth in the forward-looking statements. Readers should review and consider factors that could cause actual results to differ from expectations, such as the possibility that Taylor is not sold or its operations are wound down, and various disclosures by the Company in its press releases, stockholder reports, and filings with the U.S. Securities and Exchange Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CELADON GROUP, INC.
Date: November 21, 2019	By:	/s/ Vincent Donargo
Date: December 19, 2019	By:	/s/ Chase Welsh
		Vincent Donargo Chief Financial Officer
		Chase Welsh Secretary and General Counsel

EXHIBIT INDEX

EXHIBIT NUMBER		EXHIBIT DESCRIPTION
10.1		Third Amendment to Second Amended and Restated Credit Agreement dated November 15, 2019.
3.1		Resolutions amending By-Laws.
10.2		Waiver and Amendment No. 3 to Credit and Security Agreement dated November 15, 2019.
10.1		Form of Indemnification Agreement.

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